ADDITION OR REMOVAL OF DIRECTOR

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ADDITION OR REMOVAL OF DIRECTOR

APPOINTMENT OF DIRECTOR

The supreme executive authority controlling the management and affairs of a company vests in the team of directors of the company, collectively known as its Board of Directors. At the core of the corporate governance practice is the Board of Directors which oversees how the management serves and protects the long term interests of all the stakeholders of the Company. The institution of board of directors was based on the premise that a group of trustworthy and respectable people should look after the interests of the large number of shareholders who are not directly involved in the management of the company. The position of board of directors is that of trust as the board is entrusted with the responsibility to act in the best interests of the company. The prime example in today’s era is Cyrus Mistry V/s Tata Sons. Although the Board comprises individual directors, yet the actions and deeds of directors individually functioning cannot bind the company, unless a particular director has been specifically authorised by a Board resolution to discharge certain responsibilities on behalf of the company. The Companies Act, 2013 does not contain an exhaustive definition of the term “director”. Section 2 (34) of the Act prescribed that “director” means a director appointed to the Board of a company. A director is a person appointed to perform the duties and functions of director of a company in accordance BusinessWindoth the provisions of the Companies Act, 2013.

CATEGORIES OF DIRECTORS:

Resident Director

As per Section 149 sub section 3 of Companies Act 2013, Board of Directors of a company, must have at least one resident director i.e. (A person who has lived at least 182 days in India in the previous calendar year)

Women Director

As per Section 149 (1) (a) second proviso requires certain categories of companies to have At Least One Woman director on the board. Such companies are any listed company, and any public company having-

Paid Up Capital of Rs. 100 cr. or more, or

Turnover of Rs. 300 cr. or more

Independent Director

Additional Directors

Any Individual can be appointed as Additional Directors by a company under section 161 of the New Act.

Nominee Director:

As per Section 161(3). Subject to AOA of company, the Board May appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.( According to term: Subject to AOA of company mean there should be provisions in Articles of Association of Company for appointment of Nominee Director, if there is no provision in Articles of company then alter the provision in AOA)

Alternate Directors:

As per Section 161(2) A company May appoint, if the articles confer such power on company or a resolution is passed (if an Director is absent from India for at least three months)

PROCDURE FOR APPOINTMENT OF DIRECTOR

Call the Board Meeting.

Pass Resolution for appointment of Additional Director.

Issue Letter of Appointment.

File e-form DIR-12 [Along with CTC+ Consent + Letter of Appointment)

File e-form MGT-14[For disclosure of interest in MBP-1]

Documents Required

PAN CARD/ PASS PORT/DL/VOTER ID/ADHAAR

TELEPHONE BILL/CURRENT BILL/MOBILE BILL

Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014

Intimation by Director in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/ she is not disqualified u/s 164(2) of Companies Act, 2014

Disclosure of Interest in Form MBP-1 pursuant to Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. {One thing should be noted MBP-1 should not be dated earlier than date of his/her appointment as Director}